H. Thomas Hicks 0; Hugh Burns/Jamie Tully
Vice President (212) 687-8080
& Chief Financial Officer
(415) 774-2700
SAN FRANCISCO, CA – November 7, 2007 – URS Corporation (NYSE: URS) today reported its financial results for the third quarter of fiscal 2007, which ended on September 28, 2007. Revenues for the quarter were $1,272.3 million, compared with revenues of $1,085.6 million during the third quarter of 2006, an increase of 17%. Net income was $38.7 million, an increase of 29% over the $29.9 million reported for the corresponding period in 2006. Earnings per share (“EPS”) of $0.73, fully diluted, increased 26%, compared with EPS of $0.58, fully diluted, for the same period last year.
As of September 28, 2007, the Company’s backlog was $5.80 billion, compared to $4.64 billion as of December 29, 2006, an increase of 25%.
Commenting on the Company’s financial results, Martin M. Koffel, Chairman and Chief Executive Officer, stated: “URS achieved record revenue, net income and earnings per share in the quarter. Revenue grew in each of four key market sectors, led by our private sector business, which increased approximately 30% primarily due to growth in our emissions control and oil and gas businesses. Growth in our state and local government sector remained strong as a result of the continuing focus on public infrastructure and favorable funding conditions. Our federal business also performed well, with revenue growth from operations and maintenance and contingency management contracts, as well as projects related to the military transformation and base realignment and closure programs.”
Mr. Koffel continued: “We remain confident about the outlook for our business, given URS’ strong competitive position, positive trends across our markets, and our record backlog, which should support continued growth in the fourth quarter and into 2008.”
For the purpose of calculating diluted EPS, weighted-average shares outstanding for the third quarter of 2007 were 52.8 million, compared to 51.8 million for the corresponding period last year.
Results for Nine Months Ended September 28, 2007
For the nine months ended September 28, 2007, revenues increased by 16% to $3.7 billion, from $3.2 billion for the first nine months of 2006. Net income for the nine months ended September 28, 2007 was $105.9 million, or $2.01 per diluted share. Net income for the comparable period in 2006 was $86.7 million, or $1.68 per diluted share.
Weighted-average shares outstanding for the first nine months of 2007 for purposes of calculating diluted EPS were 52.5 million compared to 51.5 million weighted-average shares outstanding for the comparable period of 2006.
Business Segments
In addition to providing consolidated financial results, URS reports separate financial information for its two segments: the URS Division and the EG&G Division. The URS Division’s revenues include the Company’s work in the state and local government market, the private sector and the international business. In addition, the URS Division provides engineering services to federal government agencies, primarily for contingency contracts and facilities and environmental projects. The EG&G Division primarily serves the federal government market, providing a range of operations and maintenance and technical support services to the Departments of Defense, Homeland Security, Energy, Treasury and NASA, among others.
URS Division. For the third quarter of fiscal 2007, the URS Division reported revenues of $890.1 million and operating income of $62.2 million, compared to revenues of $730.1 million and operating income of $50.1 million for the corresponding period in 2006.
For the nine months ended September 28, 2007, the URS Division reported revenues of $2.6 billion and operating income of $178.5 million, compared to revenues of $2.1 billion and operating income of $142.9 million for the same period last year.
EG&G Division. For the third quarter of fiscal 2007, the EG&G Division reported revenues of $384.6 million and operating income of $20.6 million, compared to revenues of $358.2 million and operating income of $19.3 million for the corresponding period in 2006.
For the nine months ended September 28, 2007, the EG&G Division reported revenues of $1.1 billion and operating income of $58.7 million, compared to revenues of $1.1 billion and operating income of $57.4 million for the same period last year.
Outlook for the Remainder of Fiscal 2007
As previously announced on Monday, November 5, URS now expects that 2007 revenues will be approximately $4.85 billion. Assuming this revenue expectation is met, URS expects that 2007 net income will be approximately $134 million and earnings per share will be between $2.50 and $2.55.
In addition, the Company expects its effective tax rate for 2007 to be between 41.0% and 42.0%, compared to 42.6% in 2006. Finally, the Company’s weighted-average shares outstanding for 2007 are expected to be 53.2 million, compared with 51.7 million in 2006.
The Company noted that the guidance provided above does not include the impact of the proposed acquisition of Washington Group.
Web Cast Information
URS will host a dial-in conference call on Thursday, November 8 at 11:00 a.m. (EST) to discuss its third quarter fiscal 2007 results. A live web cast of this call will be available on the investor relations portion of URS’ website at www.urscorp.com.
URS Corporation offers a comprehensive range of professional planning and design, systems engineering and technical assistance, program and construction management, and operations and maintenance services for transportation, facilities, environmental, water/wastewater, industrial infrastructure and process, homeland security, installations and logistics, and defense systems. Headquartered in San Francisco, the Company operates in more than 20 countries with approximately 30,400 employees providing engineering and technical services to federal, state and local governmental agencies as well as private clients in the chemical, pharmaceutical, oil and gas, power, manufacturing, mining and forest products industries (www.urscorp.com).
TABLES TO FOLLOW
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Statements contained in this earnings release that are not historical facts may constitute forward-looking statements, including statements relating to future revenues and business trends, future earnings, future tax rate, future outstanding shares and future economic and industry conditions. The Company believes that its expectations are reasonable and are based on reasonable assumptions. However, such forward-looking statements by their nature involve risks and uncertainties. We caution that a variety of factors could cause the Company’s business and financial results to differ materially from those expressed or implied in the Company’s forward-looking statements. These factors include, but are not limited to: an economic downturn; changes in the Company’s book of business; the Company’s compliance with government contract procurement regulations; the Company’s ability to procure government contracts; the Company’s reliance on government appropriations; the ability of the government to unilaterally terminate the Company’s contracts; the Company’s ability to make accurate estimates and control costs; the Company’s and the Company’s partners’ ability to bid on, win, perform and renew contracts and projects; the Company’s accounting methods; impairment of goodwill; defaults in customer payments; environmental issues and liabilities; liabilities for pending and future litigation; the impact of changes in laws and regulations; the Company’s ability to maintain adequate insurance coverage; a decline in defense spending; industry competition; the Company’s ability to attract and retain key individuals; employee, agent or partner misconduct; risks associated with changes in equity-based compensation requirements; the Company’s leveraged position and ability to service the Company’s debt; the Company’s future indebtedness upon the completion or termination of the Company’s proposed merger with Washington Group International; risks associated with international operations; business activities in high security risk countries; project management and accounting software risks; terrorist and natural disaster risks; the Company’s relationships with its labor unions; the Company’s ability to protect its intellectual property rights; anti-takeover risks and other factors discussed more fully in the Company's Form 10-Q for the quarter ended September 28, 2007, and in the Company’s definitive joint proxy statement/prospectus filed on October 1, 2007, with the SEC as well as in other reports filed from time to time with the Securities and Exchange Commission. These forward-looking statements represent only the Company’s current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the date on which it was made. The Company assumes no obligation to revise or update any forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed transaction, URS and Washington Group filed a definitive joint proxy statement/prospectus with the Securities and Exchange Commission on October 1, 2007 and filed a supplemental proxy material with the SEC on November 6, 2007. Investors and security holders are urged to read the definitive joint proxy/prospectus and the supplemental materials because they contain important information about the proposed transaction. Investors and security holders may obtain free copies of this document and other documents filed with the SEC at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by URS by contacting URS’ Investor Relations at 877-877-8970. Investors and security holders may obtain free copies of the documents filed with the SEC by Washington Group by contacting Washington Group’s Investor Relations at 866-964-4636. In addition, you may also find information about the merger transaction at www.urs-wng.com.
URS, Washington Group and their directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of URS and Washington Group in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed transaction is included in the definitive joint proxy statement/prospectus of URS and Washington Group described above. Additional information regarding the directors and executive officers of URS is also included in URS' proxy statement for its 2007 Annual Meeting of Stockholders, which was filed with the SEC on April 18, 2007. Additional information regarding the directors and executive officers of Washington Group is also included in Washington Group's proxy statement for its 2007 Annual Meeting of Stockholders, which was filed with the SEC on April 17, 2007, as amended. These documents are available free of charge at the SEC's web site at www.sec.gov and from Investor Relations at URS and Washington Group as described above.
URS CORPORATION AND SUBSIDIARIES
(In thousands, except per share data)
| | | | | | | |
ASSETS | | | | | | |
| Current assets: | | | | | | |
| Cash and cash equivalents, including $66,920 and $44,557 of short-term money market funds, respectively | | $ | 141,288 | | | $ | 89,502 | |
| Accounts receivable, including retainage of $42,159 and $37,368, respectively | | | 692,302 | | | | 680,631 | |
| Costs and accrued earnings in excess of billings on contracts in process | | | 570,031 | | | | 552,526 | |
| Less receivable allowances | | | (36,765 | ) | | | (50,458 | ) |
| Net accounts receivable | | | 1,225,568 | | | | 1,182,699 | |
| Deferred tax assets | | | 43,667 | | | | 36,547 | |
| Prepaid expenses and other assets | | | 77,104 | | | | 65,405 | |
| Total current assets | | | 1,487,627 | | | | 1,374,153 | |
| Property and equipment at cost, net | | | 172,164 | | | | 163,142 | |
| Goodwill | | | 1,006,832 | | | | 989,111 | |
| Purchased intangible assets, net | | | 3,088 | | | | 3,839 | |
| Other assets | | | 51,160 | | | | 50,784 | |
| | | $ | 2,720,871 | | | $ | 2,581,029 | |
LIABILITIES, MINORITY INTEREST, AND STOCKHOLDERS’ EQUITY | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Book overdrafts | | $ | 112 | | | $ | 3,334 | |
| Current portion of long-term debt | | | 18,533 | | | | 19,120 | |
| Accounts payable and subcontractors payable, including retainage of $30,367 and $19,515, respectively | | | 346,069 | | | | 290,651 | |
| Accrued salaries and wages | | | 221,438 | | | | 230,905 | |
| Accrued expenses and other | | | 89,522 | | | | 73,704 | |
| Billings in excess of costs and accrued earnings on contracts in process | | | 150,940 | | | | 168,271 | |
| Total current liabilities | | | 826,614 | | | | 785,985 | |
| Long-term debt | | | 73,445 | | | | 149,494 | |
| Deferred tax liabilities | | | 18,624 | | | | 17,808 | |
| Other long-term liabilities | | | 136,588 | | | | 117,586 | |
| Total liabilities | | | 1,055,271 | | | | 1,070,873 | |
| Commitments and contingencies | | | | | | | | |
| Minority interest | | | 8,588 | | | | 3,469 | |
| Stockholders’ equity: | | | | | | | | |
| Preferred stock, authorized 3,000 shares; no shares outstanding | | | — | | | | — | |
| Common shares, par value $.01; authorized 100,000 shares; 53,424 and 52,309 shares issued, respectively; and 53,372 and 52,257 shares outstanding, respectively | | | 534 | | | | 523 | |
| Treasury stock, 52 shares at cost | | | (287 | ) | | | (287 | ) |
| Additional paid-in capital | | | 1,018,781 | | | | 973,892 | |
| Accumulated other comprehensive income (loss) | | | 220 | | | | (3,638 | ) |
| Retained earnings | | | 637,764 | | | | 536,197 | |
| Total stockholders’ equity | | | 1,657,012 | | | | 1,506,687 | |
| | | $ | 2,720,871 | | | $ | 2,581,029 | |
| | | | | | | | | |
URS CORPORATION AND SUBSIDIARIES
(In thousands, except per share data)
| | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Revenues | | $ | 1,272,282 | | | $ | 1,085,604 | | | $ | 3,654,675 | | | $ | 3,153,744 | |
| Direct operating expenses | | | 857,290 | | | | 708,924 | | | | 2,434,121 | | | | 2,031,159 | |
| Excess of revenues over direct operating expenses | | | 414,992 | | | | 376,680 | | | | 1,220,554 | | | | 1,122,585 | |
| Indirect, general and administrative expenses | | | 345,322 | | | | 317,718 | | | | 1,024,736 | | | | 953,763 | |
| Operating income | | | 69,670 | | | | 58,962 | | | | 195,818 | | | | 168,822 | |
| Interest expense | | | 2,935 | | | | 4,761 | | | | 10,926 | | | | 15,746 | |
| Income before income taxes and minority interest | | | 66,735 | | | | 54,201 | | | | 184,892 | | | | 153,076 | |
| Income tax expense | | | 26,955 | | | | 24,318 | | | | 75,987 | | | | 65,910 | |
| Minority interest in income of consolidated subsidiaries, net of tax | | | 1,087 | | | | (20 | ) | | | 3,049 | | | | 437 | |
| Net income | | | 38,693 | | | | 29,903 | | | | 105,856 | | | | 86,729 | |
| Other comprehensive income (loss): | | | | | | | | | | | | | | | | |
| Minimum pension liability adjustments, net of tax benefit | | | — | | | | — | | | | — | | | | (2,366 | ) |
| Foreign currency translation adjustments | | | 682 | | | | 1,024 | | | | 3,858 | | | | 3,606 | |
| Comprehensive income | | $ | 39,375 | | | $ | 30,927 | | | $ | 109,714 | | | $ | 87,969 | |
| Earnings per share: | | | | | | | | | | | | | | | | |
| Basic | | $ | .74 | | | $ | .59 | | | $ | 2.05 | | | $ | 1.71 | |
| Diluted | | $ | .73 | | | $ | .58 | | | $ | 2.01 | | | $ | 1.68 | |
| Weighted-average shares outstanding: | | | | | | | | | | | | | | | | |
| Basic | | | 51,944 | | | | 50,945 | | | | 51,559 | | | | 50,627 | |
| Diluted | | | 52,751 | | | | 51,773 | | | | 52,546 | | | | 51,538 | |
URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(In thousands)
| | | Three Months Ended | | | Nine Months Ended | |
| | | September 28, 2007 | | | September 29, 2006 | | | September 28, 2007 | | | September 29, 2006 | |
| | | | | | | |
| Cash flows from operating activities: | | | | | | | | | | | | |
| Net income | | $ | 38,693 | | | $ | 29,903 | | | $ | 105,856 | | | $ | 86,729 | |
| Adjustments to reconcile net income to net cash from operating activities: | | | | | | | | | | | | | | | | |
| Depreciation and amortization | | | 10,063 | | | | 8,929 | | | | 29,779 | | | | 28,208 | |
| Amortization of debt issuance costs | | | 429 | | | | 453 | | | | 1,286 | | | | 1,382 | |
| Costs incurred for extinguishment of debt | | | — | | | | 162 | | | | — | | | | 162 | |
| Provision for doubtful accounts | | | 578 | | | | 2,786 | | | | 2,305 | | | | 5,734 | |
| Deferred income taxes | | | (229 | ) | | | (2,086 | ) | | | (863 | ) | | | (1,011 | ) |
| Stock-based compensation | | | 6,146 | | | | 4,802 | | | | 20,070 | | | | 12,711 | |
| Excess tax benefits from stock-based compensation | | | (2,467 | ) | | | (533 | ) | | | (6,489 | ) | | | (3,142 | ) |
| Minority interest in net income of consolidated subsidiaries | | | 1,087 | | | | (20 | ) | | | 3,049 | | | | 437 | |
| Changes in assets and liabilities: | | | | | | | | | | | | | | | | |
| Accounts receivable and costs and accrued earnings in excess of billings on contracts in process | | | 5,261 | | | | (1,676 | ) | | | (52,878 | ) | | | (40,599 | ) |
| Prepaid expenses and other assets | | | 3,641 | | | | (1,884 | ) | | | (11,641 | ) | | | (26,929 | ) |
| Accounts payable, accrued salaries and wages and accrued expenses | | | 30,414 | | | | 36,668 | | | | 69,122 | | | | 2,911 | |
| Billings in excess of costs and accrued earnings on contracts in process | | | 24,722 | | | | 28,954 | | | | (14,593 | ) | | | 41,086 | |
| Distributions from unconsolidated affiliates, net | | | 4,282 | | | | 6,167 | | | | 12,706 | | | | 23,807 | |
| Other, net | | | 1,615 | | | | 1,093 | | | | (8,762 | ) | | | (6,636 | ) |
| Total adjustments and changes | | | 85,542 | | | | 83,815 | | | | 43,091 | | | | 38,121 | |
| Net cash from operating activities | | | 124,235 | | | | 113,718 | | | | 148,947 | | | | 124,850 | |
| Cash flows from investing activities: | | | | | | | | | | | | | | | | |
| Payment for business acquisitions, net of cash acquired | | | (6,328 | ) | | | (5,028 | ) | | | (6,328 | ) | | | (5,028 | ) |
| Capital expenditures, less equipment purchased through capital leases and equipment notes | | | (9,152 | ) | | | (11,039 | ) | | | (22,354 | ) | | | (20,833 | ) |
| Net cash from investing activities | | | (15,480 | ) | | | (16,067 | ) | | | (28,682 | ) | | | (25,861 | ) |
| Cash flows from financing activities: | | | | | | | | | | | | | | | | |
| Long-term debt principal payments | | | (41,457 | ) | | | (54,531 | ) | | | (77,226 | ) | | | (123,012 | ) |
| Long-term debt borrowings | | | — | | | | — | | | | — | | | | 552 | |
| Net borrowings (payments) under the lines of credit | | | 1,039 | | | | (1,946 | ) | | | (3,749 | ) | | | 3,072 | |
| Net change in book overdrafts | | | (707 | ) | | | (5,830 | ) | | | (3,222 | ) | | | 15,590 | |
| Capital lease and equipment note obligation payments | | | (2,602 | ) | | | (801 | ) | | | (9,491 | ) | | | (9,635 | ) |
| Excess tax benefits from stock-based compensation | | | 2,467 | | | | 533 | | | | 6,489 | | | | 3,142 | |
| Proceeds from employee stock purchase plan and exercise of stock options | | | 10,282 | | | | 377 | | | | 18,720 | | | | 22,466 | |
| Tender and call premiums paid for debt extinguishment | | | — | | | | (162 | ) | | | — | | | | (162 | ) |
| Net cash from financing activities | | | (30,978 | ) | | | (62,360 | ) | | | (68,479 | ) | | | (87,987 | ) |
| Net increase in cash and cash equivalents | | | 77,777 | | | | 35,291 | | | | 51,786 | | | | 11,002 | |
| Cash and cash equivalents at beginning of period | | | 63,511 | | | | 77,256 | | | | 89,502 | | | | 101,545 | |
| Cash and cash equivalents at end of period | | $ | 141,288 | | | $ | 112,547 | | | $ | 141,288 | | | $ | 112,547 | |
| | | | | | | | | | | | | | | | | |
| Supplemental information: | | | | | | | | | | | | | | | | |
| Interest paid | | $ | 1,990 | | | $ | 4,318 | | | $ | 10,272 | | | $ | 13,726 | |
| Taxes paid | | $ | 6,282 | | | $ | 5,714 | | | $ | 53,176 | | | $ | 38,757 | |
URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(In thousands)
| | | | | | | |
| | | | | | | | | | | | | |
| Supplemental schedule of noncash investing and financing activities: | | | | | | | | | | | | |
| Fair value of assets acquired (net of cash acquired) | | $ | — | | | $ | 7,683 | | | $ | 16,888 | | | $ | 7,683 | |
| Liabilities assumed | | | — | | | | 2,655 | | | | 127 | | | | 2,655 | |
| Non cash business acquisition | | $ | — | | | $ | 5,028 | | | $ | 16,761 | | | $ | 5,028 | |
| Equipment acquired through capital lease and equipment note obligations | | $ | 2,430 | | | $ | 853 | | | $ | 13,679 | | | $ | 19,504 | |
| | | | | | | | | | | | | | | | | |
URS CORPORATION AND SUBSIDIARIES
REVENUES BY CLIENT TYPE - UNAUDITED
(In millions)
| | | Three Months Ended | | | Nine Months Ended | |
| | | September 28, 2007 | | | September 29, 2006 | | | September 28, 2007 | | | September 29, 2006 | |
| | | | | | | | | | | | | |
| Federal Government Clients: | | | | | | | | | | | | |
| URS Division | | $ | 150 | | | $ | 131 | | | $ | 399 | | | $ | 386 | |
| EG&G Division | | | 384 | | | | 358 | | | | 1,107 | | | | 1,104 | |
| | | | 534 | | | | 489 | | | | 1,506 | | | | 1,490 | |
| State and local government clients | | | 271 | | | | 238 | | | | 803 | | | | 667 | |
| Domestic private industry clients | | | 333 | | | | 256 | | | | 972 | | | | 702 | |
| International clients | | | 134 | | | | 103 | | | | 374 | | | | 295 | |
| Total revenues | | $ | 1,272 | | | $ | 1,086 | | | $ | 3,655 | | | $ | 3,154 | |
